Rogers was third-billed in Upper World (made on loanout at Warner Bros.), after Warren William and Mary Astor. The film is a romantic melodrama about a railroad tycoon (William) neglected by his society wife (Astor). He turns to burlesque showgirl Rogers for companionship, but when her sleazy boyfriend/manager J. Carrol Naish tries to blackmail the tycoon, the romance ends tragically. While the performances by the three principals are excellent, the screenplay by Ben Markson (from a story by Ben Hecht), makes an abrupt transition from comedy-romance to thriller. The second-billed Astor is wasted in a part that's actually smaller than Rogers's, and the unlikely happy ending feels tacked on. But there are high points in Upper World, among them Rogers, in a revealing costume, performing a burlesque number, "Shake Your Powder Puff," and William's scenes with Dickie Moore, who plays his young son.
The critics, while taking note of the film's shortcomings, still found much to like in Upper World (some prints show the title as one word, Upperworld). William Boehnel of the New York World-Telegram wrote, "Upper World represents a successful triumph of acting over material. Not that its plot lines are particularly undistinguished; it is simply that they do not measure up to the standards of the acting Warren William, Mary Astor and Ginger Rogers bring to them." Katherine T. Von Blon of the Los Angeles Times singled out Rogers: "Ginger Rogers is gaily spontaneous as the revue beauty. She dances with grace and delicacy and maintains her wistful southern charm although cast in a supposedly 'hard-boiled' part."
When Astaire returned to Hollywood, he and Rogers were billed above the title for the first time in the film version of The Gay Divorce, re-titled The Gay Divorcee (1934) in deference to the new Production Code. That film was a smash, and Rogers capped a busy and successful year by marrying Lew Ayres in November of 1934. The marriage didn't last, but her partnership with Astaire did, through eight more films and a place in the pantheon of film legends. On her own, Rogers would also prove herself to be a fine dramatic actress, winning an Oscar® for Kitty Foyle (1940), showing that same beguiling combination of toughness, sassy charm, and poignancy that is already evident in Upper World.
Director: Roy Del Ruth
Screenplay: Ben Markson; Ben Hecht (story); Charles MacArthur, Eugene Walter (both uncredited, story)
Cinematography: Tony Gaudio
Art Direction: Anton Grot
Music: Bernhard Kaun (uncredited)
Film Editing: Owen Marks
Cast: Warren William (Allexander 'Alex' Stream), Mary Astor (Mrs. Hettie Stream), Ginger Rogers (Lilly Linda), Andy Devine (Oscar the Chauffeur), Dickie Moore (Tommy Stream), Ferdinand Gottschalk (Marcus), J. Carroll Naish (Lou Colima).
by Margarita Landazuri